View:
United States securities and exchange commission logo
March 21, 2022
John Yozamp
Chief Executive Officer
Expion360 Inc.
2025 SW Deerhound Avenue
Redmond, OR 97756
Re: Expion360 Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Filed March 9, 2022
File No. 333-262285
Dear Mr. Yozamp:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 3, 2022 letter.
Amendment 1 to Form S-1 Filed on March 3, 2022
Capitalization, page 21
1. Please clearly disclose
how you are arriving at each pro forma amount in the notes to your
capitalization table,
including any significant estimates and/or assumptions used to
determine such amounts.
Your current disclosure is not descriptive enough to enable
investors to calculate
the amounts you present.
Financial Information, page 25
2. You disclose on page 29
that you paid $196,887 in cash for interest during the year ended
December 31, 2020;
however, the related amount per page F-8 is $99,065. Please revise
your disclosure to
address this apparent discrepancy.
John Yozamp
Expion360 Inc.
March 21, 2022
Page 2
Report of Independent Registered Public Accounting Firm, page F-2
3. We note that the audit report on the financial statements as of and
for the years ended
December 31, 2021 and 2020 is dated March 3, 2021. Please make
arrangements with
your auditor to provide an audit report with a revised date.
Financial Statements
2. Summary of Significant Accounting Policies
Basic and Diluted Net Loss Per Share, page F-14
4. You disclose that basic and diluted loss per share for the year ended
December 31, 2021
was $1.64 and $1.31, respectively. Please revise your disclosure to
ensure the amounts
agree to the loss per share amounts presented on page F-5.
General
5. We reissue prior comment 5. In the Alternate Pages for the Resale
Prospectus, please
revise to disclose a fixed price (or a range) at which the selling
stockholders will sell their
shares until the securities are quoted on the Nasdaq, after which the
securities can be
offered and sold at prevailing market prices or at negotiated prices.
Alternatively, state
affirmatively that selling stockholders will not sell their securities
until they are listed on
the Nasdaq.
You may contact Jeff Gordon at 202-551-3866 or Kevin Stertzel at
202-551-3723 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6001 or Anne Parker at 202-551-3611 with any
other
questions.
FirstName LastNameJohn Yozamp Sincerely,
Comapany NameExpion360 Inc.
Division of
Corporation Finance
March 21, 2022 Page 2 Office of
Manufacturing
FirstName LastName